Coral Ridge Properties, Inc. v. Playa Del Mar Ass'n, Inc.

• Decision Date: 26 March 1987
• Docket Number: No. 68471,68471
• Citation: 505 So.2d 414,12 Fla. L. Weekly 146
• Parties: 12 Fla. L. Weekly 146 CORAL RIDGE PROPERTIES, INC. and Westinghouse Electric Corporation, Petitioners, v. PLAYA DEL MAR ASSOCIATION, INC., Respondent.
• Court: Florida Supreme Court

Page 414

505 So.2d 414

12 Fla. L. Weekly 146

CORAL RIDGE PROPERTIES, INC. and Westinghouse Electric Corporation, Petitioners, v. PLAYA DEL MAR ASSOCIATION, INC., Respondent.

No. 68471.

Supreme Court of Florida.

March 26, 1987.

Rehearing Denied May 8, 1987.

John R. Hargrove of Finley, Kumble, Wagner, Heine, Underberg, Manley, Myerson & Casey, Fort Lauderdale, for petitioners.

John J. Pappas of Butler, Burnette and Freemon, Tampa, and Robert J. Manne and Steven B. Lesser of Becker, Poliakoff & Streitfeld, P.A., Fort Lauderdale, for respondent.

SHAW, Justice.

We review Playa Del Mar Association v. Florida Power & Light Co., et al., 481 So.2d 943 (Fla. 4th DCA 1985), because of direct and express conflict with Edgewater Drugs, Inc. v. Jax Drugs, Inc., 138 So.2d 525 (Fla. 1st DCA 1962). We have jurisdiction. Art. V, § 3(b)(3), Fla. Const.

The pertinent facts and procedural posture of these consolidated cases are as follows. Respondent Playa Del Mar, a condominium association, brought suit in 1979 against petitioners Coral Ridge and Westinghouse, as joint developers, alleging defects in the construction of Playa Del Mar Condominium, a 29-story, 370-unit building. The complaint alleged breaches of warranties "including, but not limited to, the following defects and deficiencies," followed by a long list of specific defects and deficiencies throughout the building. The list included alleged defects in the building's electrical system in violation of both the South Florida Building Code and the National Electric Code. The parties reached and signed a settlement agreement, dated February 25, 1982, under which petitioners agreed to correct a specified list of deficiencies and to compensate respondent for certain repairs previously performed by respondent. In consideration, the agreement provided in pertinent part:

WHEREAS, the parties have reached a compromise and settlement of all such claims, and the parties desire to effect a full and final compromise and settlement of all matters in all causes of action arising out of the allegations set forth in said lawsuit, as well as all causes of action arising out of the construction and the sale of the PLAYA DEL MAR by CORAL RIDGE, except as to any obligations of duties arising under this Settlement Agreement.

....

3. GENERAL RELEASE AND VOLUNTARY DISMISSAL: Simultaneous with the execution of this Agreement, the ASSOCIATION and CLASS REPRESENTATIVES shall place in escrow with their attorney of record, David McKenzie, a fully executed General Release releasing CORAL RIDGE and Westinghouse Electric Corporation from all past, present and future claims, demands and causes of action arising from alleged defective construction of the PLAYA DEL MAR, (excepting those of compliance with and performance of any obligation and duty arising out of the terms of this Agreement), together with a Voluntary Dismissal With Prejudice of the aforedescribed lawsuit.

The escrowed general release provided in pertinent part that respondent would

hereby remise, release, acquit, satisfy and forever discharge ... [petitioners] from all past, present and future claims, demands and causes of action arising from alleged defective construction of the PLAYA DEL MAR, excepting those of compliance with the performance of any obligation and duty arising out of the terms of the Settlement Agreement entered into by and between said parties, as a full and final compromise and settlement of all matters arising out of the lawsuit....

It is uncontroverted that this settlement agreement was carried out and that respondent duly delivered the general release and dismissed with prejudice the suit against petitioners on May 29, 1984.

After this settlement agreement was signed, respondent filed a second suit in late 1982 against petitioners and Florida Power & Light Company alleging that construction defects in the electrical system's bus ducts had caused a fire in the building's vault room. Later, as a result of a subrogation action by respondent's insurer, a third suit spun off from the second. In response, without filing an answer, petitioners filed motions for summary judgments based on the affirmative defense of release. Respondent argued to the trial court that the settlement agreement and release of February 1982 were ambiguous and did not address construction defects in the vault room, and, further, that the documents were grounded on mutual mistake and mistake of fact. In support, respondent filed affidavits from its own attorney and officers averring that the vault room was never inspected because it was in the exclusive control of Florida Power & Light Company, that none of the parties to the February agreement were aware of any defects in the vault room, and, in short, defects in the vault room were completely outside the agreement. In addition, respondent attempted to depose the attorney for petitioners, purportedly to show that the agreement was not intended to cover the vault room. The trial courts granted summary judgments, ruling that the settlement agreement and release were unambiguous on their face, and that no extrinsic evidence on their meaning would be heard. The claims against Florida Power & Light Company are still pending in the trial court. On appeal, the district court consolidated the cases and reversed, holding that it was error to permit the filing of motions for summary judgment based on "release" when that affirmative defense had not been asserted in a pleading. Fla.R.Civ.P. 1.110(d). The district court also suggested that respondent had been improperly precluded from introducing evidence in support of its claim of mutual mistake.

We...